TripAdvisor, Inc. — Director's Dealing 2012

Feb 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TripAdvisor, Inc. (TRIP)
CIK: 0001526520
Period of Report: 2012-02-21

Reporting Person: KHOSROWSHAHI DARA (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-21	Common Stock	M	62336.0000	$7.8000	Acquired	188257.0000	Direct
2012-02-21	Common Stock	S	62336.0000	$30.5013	Disposed	125921.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-21	Options to Purchase Common Stock	$7.8000	M	62336.0000	Disposed	2016-03-02	Common Stock (62336.0000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options to Purchase Common Stock	$23.7600	2017-02-23	Common Stock (37401.0000)	37401.0000	Direct
Restricted Stock Units	$0.0000		Common Stock (320000.0000)	320000.0000	Direct
Restricted Stock Units	$0.0000	2014-12-21	Common Stock (5421.0000)	5421.0000	Direct

Footnotes

F1: Includes shares of Common Stock of the issuer ("TripAdvisor") received in connection with the spin-off by Expedia, Inc. ("Expedia") which was completed on December 20, 2011 (the "Spin-Off"). The Spin-Off, which was immediately preceded by a one-for-two reverse stock split (the "Reverse Stock Split") was effected by way of a reclassification, pursuant to which each share of Expedia Common Stock, par value $0.001 ("Old Expedia Common Stock") was reclassified into one share of Expedia Common Stock, par value $0.0001 ("New Expedia Common Stock"), and 1/100 of a share of Expedia Series 1 Mandatory Exchangeable Preferred Stock which was automatically exchanged into one share of TripAdvisor's $0.001 par value Common Stock ("TripAdvisor Common Stock").

F2: The price in Column 4 is a weighted average sale price. The prices actually received ranged from $30.50 to $30.52. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

F3: Represents vested options to purchase TripAdvisor Common Stock received in connection with the Spin-Off. In connection with the Spin-Off, each of the reporting person's vested options to purchase shares of Old Expedia Common Stock converted into one vested option to purchase shares of New Expedia Common Stock and one vested option to purchase shares of TripAdvisor Common Stock, with adjustments to the number of shares subject to each vested option and the option exercise prices based on (1) the value of Expedia common stock prior to the Spin-Off and the Reverse Stock Split and (2) the value of the common stock of the applicable company (Expedia or TripAdvisor) after giving effect to the Spin-Off and the Reverse Stock Split.

F4: Other than the adjustments described in the footnote above, vested options to purchase TripAdvisor Common Stock received in connection with the Spin-Off have the same terms and conditions, including the same exercise periods, as the vested options to purchase Old Expedia Common Stock had immediately prior to the Spin-Off and Reverse Stock Split.

F5: Represents performance-based restricted stock units ("RSUs") representing the right to receive shares of TripAdvisor Common Stock received in connection with the Spin-Off. In connection with the Spin-Off, the reporting person's performance-based RSUs for Old Expedia Common Stock converted equally into RSUs for New Expedia Common Stock and RSUs for TripAdvisor Common Stock, with adjusted performance goals. As previously reported, amount does not include RSUs for which beneficial ownership was transferred to reporting person's former spouse pursuant to a property settlement agreement in connection with separation proceedings.

F6: The RSUs for shares of TripAdvisor Common Stock vest if and when TripAdvisor satisfies performance-related goals. Upon achievement of these performance goals, 75% of the RSUs will vest immediately, subject to the reporting person's agreement to provide service to TripAdvisor for an additional two years, and the remaining 25% of the RSUs will vest one year from such achievement, subject to certain service conditions.